My Little Pony: Spike to the Rescue
by DamianKastle
Summary: When a new threat attacks Ponyville, Twilight and her friends suddenly disappear one by one leaving Equestria without it's main protectors. Now it's up to Spike, Twilight's number one assistant to overcome his insecurities, save the girls and beat the bad guy, but can he do it alone?
1. Chapter 1

**My Little Pony: Spike to the Rescue**

 **Chapter 1**

Yet another beautiful morning was beginning in the land of Equestria. As Celestia's sun rose over the hillside and shined its light over the town of Ponyville, the sunlight also reflected off the crystal structure that made up the Castle of Friendship, giving it a brilliant glow that lived up to its name.

Inside the castle, sleeping in his own personal bedroom, which he had never had since he first hatched, was one of the castle's residents; Spike the Dragon, number one assistant to the Princess of Friendship and her best and first friend ever. At the moment, Spike was currently enjoying a blissful dream playing out inside his head whilst the sun slowly began to rise up outside the windows nearby.

He turned around his bed and yawned before the sudden sound of a loud alarm clock was heard, startling him awake.

Spike turned to the alarm clock next to him and picked it up, sighing in annoyance. "Why did I ever let Twilight talk me into getting one of these in the first place?" he asked himself, dismayed. He soon tossed it away, listlessly. "Oh well."

He pulled back the covers as he hopped out of bed and began to make his way to the door. Before leaving, he picked up the schedule that Twilight made for him, the one he had been following ever since he learned to read, walk, write and cook. The first thing he usually did was make breakfast for the two of them, then do chores and help Twilight out with whatever she needed help with at the time. He did have breaks, short as they were.

Spike sighed again. "And it begins… anew," he muttered before opening the door and stepping into one of the long and empty hallways that made up the new castle.

Upon reaching the kitchen, he got to work on making breakfast for himself and Twilight; this time, it was pancakes. He sprinkled gemstone dust on his while simultaneously adding blueberries and strawberries to Twilight's. It pretty much took all his willpower to not eat any of the gem-enhanced flapjacks until both his and Twilight's pancakes were finally done cooking. The masterful chef stacked them high on two plates, then made his way to the dining room and set them both down just as Princess Twilight herself entered with a yawn.

"Morning, Spike," she said, still a bit sleepy but with a smile on her face.

"Morning." Spike responded with a smile of his own. "Sleep well?"

"Oh yeah, splendidly." Twilight nodded as she sat down at the table. "You?"

"Eh, ok." Spike replied with a shrug as he also took a seat. "Hungry?"

Twilight nodded again. "Yep! Starved!" she expressed before she began to chow down on her pancakes similar to how she usually ate hayburgers.

Spike was slightly surprised at first, then scowled slightly. "You're welcome by the way…" he muttered under his breath.

The Princess of Friendship stopped eating. "What was that?" she asked, confused.

"Uh… nothing!" Spike said quickly. "So, um… got any plans for today? Like a friendship problem or something maybe I could help you out with? Did the map call you again?"

"Nope, just another _boring_ day…" Twilight exhaled sadly.

"Ouch…" Spike remarked in sympathy.

"I know, right? We haven't heard a _peep_ from the map in _weeks_ and there's hardly anything to do anymore…" The alicorn muttered, a bit frustrated.

"Guess that's the price for harmony." Spike shrugged.

"Looks like it…" Twilight muttered, sinking deeper into depression.

Spike saw that Twilight was upset, and if she was upset like this, it didn't take him very long to follow suit. Swiftly getting up and walking over to her, he said, "Aw, cheer up! So what if the map didn't call you? You can still hang out with your friends, and knowing _your_ luck, you'll probably run into trouble anyway."

Twilight chuckled in amusement. "Yeah, you're probably right about _that_ one."

"Of course I am. I should be, I've been there a few times myself." Spike pointed out. "Course, some I tried to back out on, like when Discord showed up, or I got _dragged_ into it… kinda wish I was more willing though…"

Twilight put a hoof on his chest. "Well, don't. You're safe because you weren't there those times. I couldn't forgive myself if something were to happen to you, Spike," she told him, sincerely. "Like it or not, you're still a baby dragon…but you don't have to worry, 'cause I'll always be here to protect you…"

Spike was comforted by this and smiled. "Thanks, Twilight…" he said, before a thought crossed his mind. "But…"

"But what?"

"But what if _you're_ in the one in trouble? Then I'd _have_ to help you!"

"That's _never_ gonna happen, Spike." Twilight stated firmly. "And even if it _did_ , I trust you to keep yourself safe and find help."

"But I don't want to find help, I want to _be_ the help!" Spike told her, visibly upset.

"I know, but sometimes the best way to help somepony you love… is to keep yourself _safe_." Twilight repeated, her voice still firm, but softer. "Like I said; I could never forgive myself if something happened to you and I would never forgive _you_ if you got yourself seriously hurt trying to help _me_ …"

Spike looked down at the reflective floor below them. His reflection didn't look any better than he felt, if the angry beginnings of tears were anything to go by. Twilight put another hoof on his chest, causing him to look up again.

"I promise Spike, it _won't_ come to that; not if I have anything to say about it, understand?"

The kid in question curled one clawed hand into a fist and squeezed tighter and tighter as if trying to choke somepony into a coma...and then dropped his head.

"Yeah, Twilight. I understand," he said, defeated.

"Thank you." Twilight spoke cheerfully before she continued eating while Spike just played with his food. Inside, he still felt miserable about what she'd said, but he didn't let those feelings show. He began to think back to when he ended up getting himself and his friends sucked into his enchanted comic where they were captured by the Mane-iac. Spike thought he was useless to them until Twilight said something that cheered him right up.

" _Maybe in your world, he is. But in our world, Spike— uh, Hum Drum always comes through when we need him! Always!"_

That's when he had learned that just because his friends didn't always need his help, it didn't mean that they thought he wasn't helpful at all. He sighed to himself, wondering what happened to that statement, for it seemed like the opposite recently. Before he could dwell longer on the sad truth, he heard Twilight give a satisfied huff and noticed that she had just finished her breakfast.

"Now _that_ was good…" she remarked. "Well, I'd better get going, wanna come along?"

Spike really, really wanted to say 'yes' then and there, but he quickly remembered something that put a damper on his plans.

"Uh… sorry. I, uh…got a lot of… _chores_ to do around here…" Spike grumbled in dejection.

"Oh...right." There was a pause. "Well, don't do too much; it is a big castle after all and I don't want you to overwork yourself, okay?" Twilight told him as she got out of her seat and began to walk away.

"Okay…" Spike bobbed his head.

"Great. Be back soon, my number one assistant!" The alicorn called happily as she gave him a wink and left the dining room. Once she was gone, Spike's features took a visible dive.

"Well… better get started now," he declared before leaving as well.

* * *

Later that day, Spike was walking around cleaning, dusting and making sure everything was in its proper place all throughout the castle. He even made his bed (which he often forgot to do) as well as Twilight's. His companion throughout this process of routine maintenance was not fatigue, but frustration.

Spike let out an angry groan as he dusted one of the many, many, MANY rows of bookshelves. "Everyday it's always the same thing: Twilight and her friends go out, have fun and save Equestria. Me? I'm stuck here doing chores, being nopony's helper, nopony's hero, nopony's _anything_." His dusting became faster as his griping grew louder. "Now I know how _Big Mac_ feels…and when I'm with the girls, I'm always stuck on the sidelines, cheering for them like some kind of dork…Ugh! It's so unfair!"

Spike's temper peaked and he hurled the duster, nearly hitting Twilight's pet owl Owlowiscious in the process. He 'hooted' at him in response.

"Oh, sorry Owlowiscious. I'm just… frustrated," the dragon sighed.

"Hoo." The owl responded.

"That I'm unappreciated, that's why!" Spike stated. "You know Twilight didn't even _thank me_ for making those pancakes? She barely thanks me at all! Well, aside from a few times… but that's beside the point!"

"Hoo." Owlowiscious repeated.

"Yeah, I know they appreciate me back at the Crystal Empire and I got a statue and a stained glass picture in the castle, but still…" Spike sighed as he went to retrieve a broom from a nearby closet. "These days… I barely get to do _anything_ , let alone save the day. And when I try to help… I just end up messing things up, like when I began to speak on Twilight's behalf…"

"Hoo." The owl said for the umpteenth time.

The dragon nodded sadly in response, his tiny arms moving back and forth to sweep the hallway in which he now stood. "You're right…I guess my time to shine will come soon…I hope…" he muttered. "But until then… I'm just stuck being Twilight's maid…"

Spike continued to work, dismally aware of how empty the castle seemed at the moment. He soon heard multiple hooting sounds, and, looking up, saw that Owlowiscious has picked up his discarded duster and was using it to reach the higher spots of the hallway that were too high for Spike. A small smile made its way onto his lips.

"Aw… thanks, buddy." He said, grateful that he didn't have to play 'Little Miss Maid' alone anymore.

* * *

Meanwhile…

In a bleak, barren, desert-like part of Equestria, thunderstorms raged wildly in the blackened sky above while the winds howled their defiance. Forked lightning slithered like snake tongues across the vast darkness, each being chased by a monstrous explosion of thunder that could be mistaken for armies of vast numbers issuing their battle cries to each other from above the clouds.

Below all this chaos, a lone figure walked. A figure wearing a hooded cloak, with the hood covering most of his face. The strangest part about this creature was that he walked on two legs instead of four, had five appendages on his forearms known as 'hands', and with each step he took, a 'clopping' sound went unheard amidst the whirlwind that scoured the landscape.

As the storm surged around him, something that appeared to be a gem glowed in his hand. The figure cared nothing for the demonstration of nature's power, only for his destination that lay beyond the lifeless waste. A pair of sinister eyes shone from beneath the hood, burning like two great coal fires stoked high in the dead of winter, though they contained no such warmth.

His way was clear, his path was sure,

But his intentions of heart were anything but pure...


	2. Chapter 2

**Chapter 2**

It took a little while but thanks to Owlowiscious, Spike managed to get all his chores done in less time than it usually took him, he was still exhausted though and whipped some sweat from his forehead once he finished dusting.

"Whew! Finally, it's _done_ ," he breathed. He turned to the owl flying above him. "Thanks for the help, Owlowiscious."

"Hoo." The owl responded.

" _You_ , that's 'who'." Spike told him.

"Hoo!" Owlowiscious hooted again only annoyed.

Spike chuckled. "Relax, I'm just kidding with ya," he assured him as he walked away. Owlowiscious quickly flew after him. "Now, onto the very last chore, and the hardest of them all!"

"Hoo." Owlowiscious hooted, sounding intrigued.

"Making my bed." Spike revealed. The face of the owl flying near him quickly fell flat in response while Spike began to head off.

* * *

Elsewhere, in the great city of Canterlot, an alicorn named Princess Celestia, the co-ruler of Equestria, stepped out onto the balcony of her giant, gleaming white and gold castle, which was set on the side of a large purple mountain, looking greatly disconcerted.

Using her great magical powers, Celestia was able to see everything that was happening in the badlands and at that moment she could see the two-legged, hooded figure. His gleaming red eyes sent a shiver down Celestia's spine and it almost felt like he was walking towards _her_.

The sound of hoof steps was heard by the Princess and was getting closer. It was Celestia's younger sister, Princess Luna, approaching her from behind. Celestia did not turn around and continued to stare out into the horizon disturbed.

"Sister?" Princess Luna said, getting her older sister's attention. "What is the matter? You seem… troubled."

"Oh… It's nothing Luna, really," Princess Celestia said, her head lowered. "It's just that… for some reason I have felt something… the presence of a being of incredible power and darkness and it is coming this way… To Equestria,"

" _What?_ Well, who is this being?" Princess Luna questioned, curiously.

Princess Celestia finally glanced at her sister with a face full of uncertainty and concern that seemed to speak for itself. She glanced back towards the horizon.

"I don't know, but the power he holds is not of this world and it seems to be growing stronger with each passing second," Princess Celestia replied with a hint of worry in her voice. "One thing is for sure… this being… whoever or whatever it is… is _pure evil_ …"

Princess Luna walked closer, stood right next to her sister, and joined her in staring out at the land in front of them.

"Can you feel it?" Celestia inquired, solemnly. Luna closed her eyes and concentrated and sure enough she began to feel a dark presence making it's way out of the badlands and toward nearby village. Just feeling it made her shiver.

"Yes… We must find a way to stop this evil," The younger sister stated, firmly. "We _have_ to! Summon Princess Twilight and her friends at once."

Princess Celestia levitated a quill and paper over to her and began to write. "Already on it," she said as she wrote and prepared to send it to a certain little dragon. "And let's hope they are read for a task such as this."

"If _they_ aren't, who _is_?" Luna pointed out.

"Good question…" Celestia mused as she finished the letter then used a spell to make it glow before it quickly vanished into thin air.

* * *

Around the same time, the young dragon who often receives those kind of letters though not for a long while, was just finishing up his bed and making it neat once more. He sighed in relief once he had finally finished.

"There! Perfect! Now I can join Twilight and the others and…" Spike began to say before he suddenly stopped. He quickly began to feel something coming up and eventually he let out a loud burp and gush of green flame that quickly became a scroll, which landed in front of him. "A scroll! Huh, haven't gotten these in a while…"

The little baby dragon picked up the scroll, unsealed it and unrolled it to read what it had to say and once he read it all the way down to the end he gasped.

"Oh boy… I gotta get this to Twilight right away!" he cried, as he zipped out the door and ran down every hallway until he neared the front door. He ran past Owlowiscious on his way as well who hooted at him. "Sorry Owlowiscious, gotta go, take care of the place will ya? Be back soon!"

He opened and slammed the door shut after he finished, which causes some objects to fall right over and crash all around the flying owl, who just hooted in annoyance.

* * *

Meanwhile, on the said town, dozens of ponies were all lined up at the theatre, including the Mane Six, who were all talking about the show that they were going to see.

"Oh and I heard Crescent Jewel was just hilarious in…" Rarity started to tell the others before she noticed Twilight's thoughtful look. "Twilight?"

Twilight then snapped out her stupor. "Huh?"

"Is something the matter?" Fluttershy asked.

"Oh, it's nothing… I'm was just thinking that maybe I should have stayed with Spike… you know, to make sure he was ok." Twilight Sparkle admitted.

" _Relax_ Twilight! Spike's been on his own _plenty_ of times, one more isn't gonna hurt him." Rainbow voiced.

"Or maybe they _do_ …" Twilight realized, quietly.

"Come again, sugarcube?" Applejack inquired, raising a brow.

"Yeah, rewind a bit." Pinkie added, while making the sound of a rewinding tape.

"Well… I just realized that… all those times Spike has stayed behind while _we_ were off traveling Equestria or doing… whatever… what if deep down he's always wanted to go but…" Twilight began.

"He felt he had to stay behind?" Rainbow guessed.

"Yes! And sometimes _I_ tell him to stay, I know he's still a baby dragon but… he's not gonna be one for long…" Twilight said, sadly.

"Oh yeah…" Pinkie realized, lowering her head.

"A very sad truth indeed…" Rarity nodded.

"And a little bit scary…" Fluttershy said, shaking fearfully till Applejack comforted her.

"Aw, calm down sugarcube, you know that no matter what size he's gonna be in a few years he's always gonna be the same Spike." Applejack assured her.

"Exactly! We're his friends!" Pinkie Pie smiled.

"Yeah, he'd never try to eat us!" Rainbow added, confidently.

Fluttershy sighed, feeling much better now. "You're right… guess I was just being a little…" she began before she and the other noticed a big cloud of dust rising up in the distance as well as somepony rushing towards them, which freaked her out once again. "Paranoid!"

The shy pony quickly hide behind her friends, who squinted to see who was coming towards them.

"Who _is_ that?" Twilight asked out loud.

"It almost looks like…" Rarity started to say.

Eventually they see that it was Spike running over after the dust around him cleared up.

"Hey! It's Spike!" Pinkie declared.

"He sure looks like he's in a hurry…" Rainbow observed, realizing that he wasn't gonna stop till he reached them.

"You're right… but why is he…" Applejack began before Spike screeched a halt in front of them, accidentally causing the cloud of dust to surround them instead. They all coughed and hacked while Rainbow and Fluttershy used their wings to blow all the dust away.

"Spikey dear! Honestly! Did you have to bring all the dust in town with you?" Rarity remarked, aggravated. "Why you almost dirtied my hair and coat!"

"Sorry… but I got something you need to see! A letter from the Princess!" Spike told them as he held out the scroll.

"Really?" Twilight said, very surprised. "What's it say?"

"See for yourself." Spike offered as Twilight levitated the scroll, unrolled it and quickly scanned it.

When she finally reached the end of it she gasped sharply like Spike did earlier.

"What is it?" Fluttershy inquired, looking concerned just like the others.

"Trouble, that's what." Twilight said, urgently.

"What _kind_ of trouble?" Rainbow questioned.

"I'll explain on the way." Twilight said. "Come on, there's no time to lose!"

Twilight then began to gallop away as quick as she could and soon enough the others began to chase after her, as did Spike.

* * *

Now it was true that most parts of Equestria were beautiful, it was also true that parts of it were dangerous and sometimes… just downright ugly. That's what Spike and the others, who were all wearing their saddle bags, were all thinking as they flew and walked over to what appeared to be an old town that had no pony around and the half buildings were decrepit and old while the other half looked just half finished.

The strange thing was, it looked like all of it was just done, recently.

"Is this the place?" Spike asked, while glancing at Twilight.

"Yeah, this is it. This is where Celestia told us to be.." The Alicorn confirmed "So… _why_ are we going all the way to the middle of nowhere again?" Rainbow Dash questioned, tiredly.

" _Because_ the Princess said there was a disturbance around here and wanted us to check it out." Twilight told her.

"She also mentioned that a big evil was coming and if we don't stop it… Equestria is _doomed_ …" Spike added, fearfully. He, Fluttershy and Pinkie all gulped.

"Ooh… spooky…" Pinkie commented.

"Well, we _will_ stop it, we'll face it just like we have everything else." Twilight said, determined.

"Atta girl Twilight, that's the spirit." Applejack commended her.

"And… this evil is _here_ …?" Fluttershy inquired, nervously.

Rainbow glanced around. "Well, I don't see anything so far and looks like everypony already left."

"Good, ain't no worries about anypony getting hurt then." Applejack said, relieved.

"Yeah…" Fluttershy added.

"So… what's the plan, Stan?" Pinkie Pie asked Twilight eagerly, whilst getting a little too close to her.

Twilight slowly pushed her away. "Just spread out and let me know if any of you find anything… weird," she said.

"I'm on the case!" Pinkie saluted as she scurried away. Twi watched her go with a weird look then shook her head and rolled her eyes before she continued inspecting the ground while the others all spread out and started searching.

The little dragon, who felt lucky to come along, then walked over to an old house and peeked through the window, the place was a mess and everything looked like it had been turned to ash. He bent down and looked at the ground again before seeing several burn marks on it. His eyes narrowed before he turned to the others, who were still searching as well.

"Hey, did you guys find anything yet?" Spike asked.

"Nope." Rainbow Dash responded.

"Nada." Applejack added.

"Nothing." Rarity stated.

"Zippo." Pinkie cheered.

"Sorry…" Fluttershy apologized.

Twilight rubbed her chin and began to think. "Hmm… maybe a magic scan would help…"

"Good idea." Applejack nodded as Twilight's horn glowed before she began to shine a light from it. Swiveling slowly in place, she lets the beam play over the area.

"How can I help?" Spike asked Twilight, eagerly.

"Uh, I think we're good for now Spike." Twilight said.

"Oh… ok." Spike muttered, glumly.

"So… what do ya got, Twilight?" Rainbow Dash inquired.

"Hmm, strange… whoever or _whatever_ did this… seemed to have been caused by _one_ pony." Twilight revealed.

" _One_ pony? Fiddlesticks! Look at this place!" Applejack said, gesturing to around them.

"Yes! Why there had to been a whole _army_ here." Rarity added.

"And… why do you think it's a _pony_?" Fluttershy inquired.

"Yeah, it could have been… diamond dogs, Parasprites, Timberwolves, Cragadile's, dragon's…" Pinkie began before Spike gave her a certain look. "Uh… no offence!"

"None taken." Spike sighed.

"I'm _sure_ it was a pony, I mean… look at the ground." Twilight told them, as she pointed downward with her hoof. The others looked and saw hoof shaped marks in the ground. "There are hoof prints all over the place!"

"Yeah, but… there's only two sets of them each…" Rainbow pointed out. "Almost as if…"

"Somepony was walking like… _me_." Spike realized. Now they were even more bewildered and confused.

"But that's _impossible_ … ain't it?" Applejack questioned.

"I don't think so, I've read somewhere that their once were creatures that stood upright on two hooves, like minotaur's only… they're were half _goat_." Twilight said.

"Half _goat_?" Rainbow echoed.

"Ooh! I know what those are!" Fluttershy realized. "They're called satyr's!"

"Satyr's?" Rarity repeated, looking confused.

"Legendary beings that used to rule Equestria prior to the three pony tribes came, but when the Wendigo's followed the tribes here and brought on a deep winter the satyr's were driven out. Nopony has seen one in _years_." Fluttershy explained. They all stared at her blankly following this. "I… read a little history."

"So… you think one of them satyr's is still around and has come back?" Applejack questioned.

"I don't know… but I'm getting a really bad feeling…" Twilight admitted.

Just then, something or some _pony_ dropped down behind them with a loud 'crash', kicking up dust and startling the ponies and their dragon friend. They all turned around and when the dust cleared they noticed a figure kneeling, this figure had red hair in the form of dreadlocks, no hair on his upper body, little sticks at the end of his forehooves, horns on his head and hairy brown goat legs. He also had an odd medallion around his neck.

He chuckled as he glanced up at them with his eerily green eyes. "And you _should_ ," he whispered.


	3. Chapter 3

**Chapter 3**

Spike and the girls stared at the strange creature with wide and fearful looking eyes as he slowly stood up and stared at them with an icy glare. They all stood where they were silently for what seemed like a long while until one of them finally broke it.

"Who is _that_ …?" Fluttershy asked, quietly.

"I think… I think that's one of those satyr's you mentioned!" Twilight realized.

"Really?" Fluttershy responded, surprised.

"So _that's_ a satyr? Heh, kinda funny looking if you ask _me_." Rainbow admitted.

The satyr in front of them narrowed his eyes. "I would watch my tone if I were you."

"Oh! Heh, heh… sorry about that." Twilight apologized, sheepishly. She then composed herself. "Hello. My name is Twilight Sparkle, the Princess of…"

"I know who you are." The satyr stated. "I know who _all_ of you are."

"You… _do_?" Twilight said, surprised.

"That's right." The satyr nodded. "Twilight Sparkle, Applejack, Rarity, Fluttershy, Rainbow Dash and Pinkie Pie…"

"That's me!" Pinkie chirped.

"The ponies who saved Equestria…" The half-goat creature continued, narrowing his eyes.

"Hey! I helped too ya know!" Spike spoke up. "Or at least… supported them in a big way."

The satyr turned to him. "Oh look, a little dragon, I didn't see you were standing there," he remarked, bored. "Word of advise kid; don't talk, or _think_ for that matter, your not very good at it."

Spike was angered by the satyr's words and clenched his claws tightly as they shook with fury.

"Besides, my business is with _them_." The satyr stated as he glanced at the Mane Six.

"Why is it with _us_? Who _are_ you anyway!?" Rainbow Dash demanded.

"The name is Zol, and I am the last the great race of satyr's." The half-goat creature revealed.

"You're the last of your kind?" Fluttershy echoed, sadly and sympathetically. "Your poor thing…"

"Sure, rub it in." Zol said, sarcastically. "Anyways… _ponies_ , I've been waiting a long time to meet all of you face to face."

" _Us_?" Rarity remarked, surprised.

"Why _us_?" Applejack questioned him.

"You six… are Equestria's main defenders…" Zol began to explain before his face became serious and fierce. "That's why… after I bring all of _you_ down, taking back Equestria will be _easy_!"

The girls and Spike gasped.

"Take back Equestria!?" Twilight echoed, stunned.

"Take us down…?" Fluttershy added, fearfully.

"What the hay are you talking about!?" Applejack demanded.

"And what did _we_ ever do to _you_?" Rainbow Dash questioned, angrily.

"Not you six personally, just all of Ponykind!" Zol stated, growing anger.

"All of Ponykind…?" Twilight echoed in shock.

"Uh… is anypony else confused here?" The party pony inquired, dumbfounded.

"No, I'm afraid we're all right there with you, darling." Rarity said.

"Alright mister, _spill_!" Applejack demanded, pawing at the ground with her hoof and preparing to charge at him.

"You wanna know my tale? Fine." Zol said. "Before you _ponies_ arrived, my kind lived a kind and peaceful existence. We had no need for violence or arguing of any sort. That is… until the three ponies tribes arrived!"

The dark tone that had appeared in his voiced unnerved the ponies, as well as the dragon, standing in front of him while he continued to tell his story.

"And with those loathsome ponies came the _Wendigo's_. Drawn to this land because of their constant fighting, a fierce winter was brought down upon us, a winter we were unprepared for," he continued. "Many of us froze while others managed to flee and never allowed to return after the winter had ended… thanks to the ponies who drove us out of their society because we were _different_. We were casted out! Forgotten! Turned into stories ponies told their children at night! Eventually, one by one the noble satyr's fell… accept for _me_."

Spike and the other ponies were stunned by his tale. As they let it sink into their minds they began to feel the gravity of it and felt a great sense of sadness and pity for the angry satyr.

"And… you've been _alone_ … all this time?" Twilight inquired both curious and sad.

"Yes… but now I will rebuild the satyr race… once I _bury_ all of you ponies." Zol declared, surprising them again.

"What!?" Spike responded, stunned. "But…"

"It's bad enough your ancestors destroyed your _first_ home… and then they just came over and destroyed _mine_." Zol hissed. " _This_ … is merely payback. From _us_ … to _you_!"

"But that was ages ago! The leaders of the three pony tribes have already faced up to their actions!" Princess Twilight pointed out.

"Which begs the question; how are _you_ still here?" Applejack questioned him, confused.

"That is for _me_ to know and _you_ to _never_ find out." Zol told them. "Now, if we're all done talking… I'd like to _destroy_ you all now."

The girls all flinched in surprise hearing this but readied themselves for a fight regardless of how nervous they all were.

"Listen! We don't have to do this!" Twilight pleaded. "Just stop and we can talk this over."

"Sorry Princess, the time for talking is _over_." Zol stated while the medallion around his neck started glowing and as soon as it did his eyes glowed bright red as well. He gained a wicked smile on his face soon after. "Now it is time for _fun_!"

While most of the others were beginning to become scared of the angry satyr, Pinkie Pie seemed to completely misinterpret his words and looked excited.

"Ooh! I like fun!" she chirped.

"I think you have different definitions of fun Pinkie…" Fluttershy told her nervously.

"How right you are my dear." Zol said sinisterly before firing a magical blast from his hand and directly at them.

"Look out!" Twilight exclaimed as they all dove out of the way to avoid the blast, which completely obliterated a decaying house behind them. They all quickly got back on their hooves though and faced the Satyr determinedly.

"That's it! Your mine!" Rainbow Dash declared as she zoomed toward him.

"Bring it on, Pegasi!" Zol challenged her as his eyes glowed again. He then began to fire multiple blasts of dark magic from his hand which Rainbow narrowly managed to dodge by swerving left, right and swooping around one.

"Ha-ha!" she mocked him before he abruptly zapped her while her guard was down and sent her flying backwards. Her friends jaws dropped in shock.

"Rainbow!" Applejack called out.

The aforementioned Pegasi groaned as she slowly lifted herself off a pile of rocks she had landed on and shook her head rapidly as she regained her focus.

"That all you got? Not all _I_ got!" Rainbow declared as she zipped toward him again but she was quickly blasted back once more.

Twilight turned to her assistant. "Spike! Run!" she cried.

"I don't wanna run! I wanna help!" Spike protested.

Rainbow backed up towards them in order to gain some distance between her and the Satyr. "Look, we got this, ok Spike!?" she told him. "You can help by not being such an easy target."

"I'm not an easy…!" Spike began to say, sounding insulted before another blast flew by them and exploded upon impact.

"Go, Spike!" Twilight yelled.

"O-ok!" Spike nodded, clearly shaken as he turned and ran but soon hid behind a large boulder just a little ways away from the battlefield.

Rainbow continued to zip around as she dodged Zol's attacks before finally flying high up into the air. Her friends watched in amazement while the Satyr just looked indifferent.

"Ok, tough guy! How about I give you a little sonic Rainboom… right to the _face_!" The rainbow maned Pegasi declared before she began flying straight down at in incredible speed and with both her forehooves stretching outward. All her friends began to cheer for her.

"Alright! You go RD!" Applejack told her.

"Sonic Rainboom him!" Pinkie Pie exclaimed

"Uh… Go, Rainbow go." Fluttershy added, softly.

Energy began to build up around Rainbow as she prepared to break the sound barrier and create her signature Rainboom. Everypony watched this with anticipation and excitement, if this worked then Zol would be down for the count. Unfortunately their hopes were quickly swept away when the vengeful Satyr suddenly appeared in front of her, held out his hand and stopped her by grabbing her face, canceling out the Rainboom. Everypony gasped.

"Oh my stars!" Rarity gasped.

"It can't be!" Twilight said, shocked. Her eyes widened even more when she saw that Zol wasn't even on the ground anymore, now he was floating a few feet above them and was directly in Rainbow's way. As this happened his medallion glowed. "He's… _flying_! W-Without any wings!"

"No way!" Rainbow remarked. She couldn't believe what had just happened nor what was happening right now to her.

" _Way_. You shouldn't have underestimated Pegasus. Too bad." Zol mocked her before pulling her back and tossing her straight into a rocky wall behind them, causing her to make a imprint in the shape of her body.

"Rainbow!" They all cried.

"Well, _that_ was easy." Zol remarked before turning his attention to the others and smiling eerily. "Alright then, who's next, huh?"

The ponies all continued to stare at Rainbow in shock for a bit before turning their attentions to Zol, where their expressions shifted from shocked to anger.

"Alright buster, you asked for it!" Applejack declared as she snorted while pawing her hoof against the ground and charging forward.

"Come on girls, let's do this!" Twilight said as she flew after Applejack.

"Yeah!" The others cried as they charged forward also.

"Guys! Wait! I don't…" Spike began to call out but they were already too far away to hear. "…think that's such a good idea…"

Zol just smiled a nasty smile before he took on each of the five ponies and knocked them down without even trying. He sent Twilight's magic flying back at her, spun Applejack away, pushed back Fluttershy and karate chopped Rarity to the ground before grabbing Pinkie's tail and throwing her also. Although, he was caught off guard when she bounced back and knocked _him_ down also.

"Ha!" she said, victoriously.

The satyr tumbled and rolled across the ground for a while before finally stopping and slowly getting back up again and he did _not_ look happy. He then began to rapidly fire dark magic bolts in Pinkie's general direction but the party pony managed to dodge each of them.

"Ha-ha! Can't catch me!" she sang.

Zol growled. "Why. Can't. I. _Hit. You_!?" he exclaimed in frustration.

"Sorry! Don't want to!" Pinkie smiled before she bounced ahead.

"Then I'll _make_ you!" Zol declared as he stomped the ground with his hoof and a pillar of rock shot out of the ground right where Pinkie landed, sending her flying.

"Whoa!" she cried as she flew over the satyr, who sighed in relief.

"Finally… I can hear myself think again," he expressed before he barely managed to block a magic beam attack delivered by Twilight.

"Stop hurting my friends Zol!" she demanded, angrily.

"Make me… _Princess_." The satyr dared her, ending his sentence with a mocking tone.

"Fine. I _will_!" Twilight declared as she fired an intense beam of magic from her horn while Zol countered by firing his own.

The two beams smashed into each other and lit up the area, both of them tried to overpower the other yet neither of them seemed to have enough power to do so. Twilight soon began to feel the strain of the beam struggle, while Zol only looked a bit tired.

"Is that all you got Princess? I'm _very_ disappointed," he told her, smugly.

Rarity quickly rushed forward. "Save your reviews for later you ruffian!" she declared as she also fired a beam of magic to join Twilight's and increase it's power, now it looked like they were winning this beam war as Zol was beginning to struggle.

He then noticed the yellow Pegasi hiding behind a rock near him and apparently trying to sneak up on him. However it didn't appear that she knew that she was spotted.

"Ok… I can do this… I can do this…" she kept telling herself softly before Zol reached a hand out toward her and zapped the ground in front of her feet, startling her and causing her to fall over.

This made Twilight and Rarity's concentration falter. "Fluttershy!" They cried.

Taking his chance Zol increased the power of his blast and began to push the two unicorns beam back. Seeing it near them Rarity quickly hip bumped Twilight away.

"Move!" she told her.

"Rarity!" Twilight called out in shock while Rarity took the full blunt of the blast and was sending flying back and skidding across the ground.

"Aw, what a waste." Zol commented in a mocking tone.

"RARITY! NO!" Spike yelled as he immediately came out of his hiding place and began to run to her.

Twilight saw him and gasped. "Spike, don't!"

Zol turned to Spike as well, looking rather annoyed. "Buzz off," he stated before aiming his pam in Spike's general direction, preparing to fire at him. Spike froze in his tracks when he saw that the blast was coming for him and Twilight thought quickly and made her move.

"Hang on, Spike!" Twilight cried as she quickly swooped down, wrapped her hooves around Spike and carried him off before he could get hit.

"Whew! That was close!" Spike said, relieved.

"Spike! What were you _thinking_!?" Twilight scolded him. "You could have gotten hurt out there!"

"I know! But… Rarity was in trouble, I wanted to help but I… I just _froze_ … Ugh! I'm such a _wimp_!" Spike said, mad at himself.

"No, your _not_." Twilight told him, firmly. "You have the biggest heart out of anypony I know Spike, don't you forget that."

They soon stopped flying once they reached a tall, slight crumbling stone tower near the edge of the decimated village which is where Twilight set Spike on before landing there herself.

"Then why don't you let me help!?" Spike questioned.

"You _know_ why!" The Princess reminded him.

"But Twilight! I can't just _stand here_ , I wanna _do_ something!" Spike said.

"Spike, listen to me, this is too dangerous for you." Twilight told him, firmly.

" _Why_ Twilight? Why is it so dangerous for _me_ and not for _you_?" Spike grilled her.

"Well your just a _baby_ dragon! So you could get hurt and I…" Twilight started to explain.

"So because I'm so little and weak I'm supposed to just _watch_ as this guy tears you all apart!?" The dragon demanded, insulted.

"No! That's not it!" Twilight protested.

"Then what is it then!?" Spike asked, growing angry before Applejack was suddenly tossed and crashed into the wall next to them, surprising them.

"Applejack!" Twi cried out in alarm.

The farm pony groaned as she got up again. "Whoo! Boy! This feller's _really_ tough!" she remarked.

"I know! Where is he getting all this power?" Twilight asked aloud, baffled.

"I don't know, but I don't like it." Applejack said. "Not one little bit."

"What are we gonna do?" Spike inquired, worried.

" _We're_ gonna try and figure it out, _you_ are gonna stay here where it safe!" Twilight stated.

"But…" Spike began before Twilight jumped and flew down, while magically levitating Applejack down also. The dragon growled in frustration. "Well, I don't care what Twilight says, I'm coming to help and that's _that_!"

Spike then began to climb down the tower in order to catch up to the others, who were heading straight for Zol, who didn't look the least bit worried.

"I've had enough, it's time we put this to an _end_ ," he declared as he began to concentrate hard, which caused his medallion to glow brightly, illuminating the whole area around them and causing the rest of the Mane Six, who were unconscious at the time, to wake up. Twilight and Applejack both stopped in their tracks when they also saw what was happening.

"What the hay!?" Applejack remarked.

"This is some high level magic… never seen anything like it…" Twilight remarked, amazed and afraid. "We have to get out of here!"

Just then, Spike suddenly appeared and zoomed right by them. "Coming through!" he called out. Both of them were stunned and almost didn't realize what had just happened.

"Spike! NO!" Twilight protested.

"Don't worry Twilight! This time… I'm gonna save all of you!" Spike declared, confidently. But as soon as he saw something up ahead of him he screeched to a halt with a look of surprise on his face and that thing being an even more eviler looking Zol.

Not only did the satyr have red glowing eyes but a translucent purple aura surrounding him. He grinned a nightmarish grin.

"Alright my little ponies… now _fall_ … _fall_ into the darkness!" he declared in a bellowing tone.

As Zol cackled, a giant black dome surrounded him and quickly expanded. It didn't take long before the dome began to consume Rainbow, Fluttershy, Rarity, Pinkie and Applejack one by one, leaving Twilight and Spike remaining. They all screamed as they were consumed by the darkness and Spike's eyes widened with fear as the darkness moved forward to consume him as well.

Twilight acted quickly to save her assistant and magically pushed him away. "Move!"

Spike grunted as he hit a wall and gasped sharply when he saw Twilight slowly getting consumed by the dark dome. Panicking the little dragon quickly rushed toward her.

"Twilight!" he screamed as he grabbed her hoof and tried to pull her out, but the pull of the darkness seemed to be too strong and he didn't have the muscle power that he didn't but still he continued to pull.

All Twilight did was give him a comforting smile, the kind of smile one gives to their son or brother, as if she was trying to tell him that things were going to be ok, even know she _knew_ they weren't. Eventually her hoof slipped from his grasp and gradually sunk into the blackness along with her still smiling face.

"No!" he cried as his life long best friend finally vanished. He braced himself when he thought it was gonna hit him too but to his surprise the dome suddenly started to flicker before vanishing and all that was left of the area where his friends and Zol were was a giant crater. He stared at it in silence before finally speaking. "Twilight!"

He quickly raced over to the crater and began desperately searching for any sign of them, though he didn't quite realize that it was pointless, he was just too distraught.

"Twilight? Applejack? Rainbow Dash!? Fluttershy!? Pinkie!? Rarity!?" Spike cried out. He kept inspecting the ground over and over again before reality _finally_ sank in. He let out a skyward scream to the heavens above. " _Nooooooooooo_!"

* * *

 **Mark Hildreth as Zol**


	4. Chapter 4

**Chapter 4**

Some time later, back in Canterlot where everything was peaceful in calm, in the Canterlot Castle, and the Princess of the Day was about to lower the sun when she suddenly she saw the red eyed, evilly smiling face of Zol flash in her mind. He chuckled sinisterly before fading, after which she gasped sharply.

Luna then entered just as she gained a scared look on her face. "Sister? What is the matter? Aren't you going to lower the sun? It is getting late, remember?"

"Oh… sorry Luna…" Princess Celestia said, a bit shaken as her horn glowed while the sun finally set. "It's just… I'm worried about Twilight and her friends… I feel like something awful has just happened…"

"Sister, I'm sure that they are _fine_." Luna consoled her while raising the moon. "I had my doubts before but I was _wrong_. They are more then capable of handling…"

Then in a nano second Spike burst through the doors to Celestia's throne room loudly and abruptly with a panicked and scared look on his face. Celestia and Luna turned to him with surprised and worried looks on their faces.

"Princess Celestia! Princess Luna!" The dragon cried.

"Spike my dear, what's wrong?" Celestia asked, concerned.

Twilight's young assistant panted as he spoke very fast. "Village… satyr… girls… attacked… taken… save them!" he exclaimed.

"Spike the dragon!" Luna said, loudly making him gulp. "Take a breath before you speak again, alright?"

The baby dragon did just that before finally speaking clearly. "Twilight and the others… they've been captured!" he revealed.

"Captured!?" Luna repeated, surprised.

"By who?" Celestia asked.

"A satyr, his name is Zol, he said he wants revenge…" Spike said.

"Revenge for what?" Luna questioned.

"Well… he said something about… the wendigo's…" Spike revealed.

"Wendigo's?" Princess Celestia repeated.

"Yeah, he said that the Three Pony Tribes brought them to Equestria, which was _their_ land at the time and caused the massive blizzard with all their fighting which forced them out." Spike explained. "And when it was over, the three tribes _banished_ them. Now he's the last and is super, duper strong! He beat and captured them all! Twilight, Rainbow Dash, _all of them_! And without breaking a sweat!"

The two Princess shared looks of shock and horror as the news the young drake gave them sunk in. Both knew things were serious, but now he knew the full depth of the dangers this satyr brought.

"Oh my… this _is_ serious…" Princess Luna remarked, grimly.

"Indeed… it appears we underestimated this new threat…" Princess Celestia added, solemnly.

"What do we do?" Luna asked her sister. "Without Twilight Sparkle and her friends…"

"We will find a way Luna, we always do." Celestia assured her. She then noticed the distraught young dragon before her and looked at him sympathetically. "Oh Spike… I am so sorry for what you were forced to witness… if there's anything I can do…"

"No… it's not _your_ fault…" Spike muttered. "It's _mine_ …"

"Beg pardon?" The Princess of the Night inquired, raising a brow.

"I didn't do… _anything_. I _couldn't_ do anything!" Spike said, upset. "Twilight told me to run, she wanted me to be safe… but I wanted to help out… if was just able to… maybe I could have stopped him… I could have _saved_ them…"

"Spike, you shouldn't do this to yourself." Princess Celestia said to him, as she put a comforting hoof on his head.

"She's right, you are but a baby dragon, there wasn't _anything_ you could have done." Luna added. "And Twilight Sparkle did _not_ order you to leave and be safe because she thought you couldn't help, it was because she didn't want you to get hurt."

"I know! And it's because I'm so small and meek that I couldn't _do anything_!" Spike exclaimed upset as he turned and walked toward a wall, which he set his head against. "If I was _bigger_ I could but… I'm always the one being _protected_ … not the protect _or_. And the things I said to Twilight… right before she left… I'd give anything to take that back… and to save her!"

Frustrated, the dragon suddenly punched the wall he was facing, creating a small impact crater in it. The Princess' could only stare at him sadly. Princess Luna soon walked over to him and put a put a hoof on his shoulder also.

"Spike," she said, calmly. The little dragon turned to her, feeling ashamed.

"Sorry… I just… I-I just…" he tried to say but couldn't find the words, and was startled when Princess Luna embraced him, much to his surprise.

"We know dear Spike, we know." Luna assured him, comfortingly.

Princess Celestia approached also, with a sympathetic look. "Yes. We both understand how you feel, Spike," she added. "And while we can't change the past, we _can_ change the future, and that starts with finding Twilight and her friends and saving Equestria."

Spike wiped a tear from his eye as he looked up at them. "Really?" he asked, surprised. " _How_?"

"I believe I know a way… though it is a bit risky…" Luna said, hesitantly.

Spike looked a little concerned but quickly shook it away as he gained a look of determination. "Well… whatever it is, I'll do it!" he declared, surprising the Princess'.

"Really?" Princess Luna inquired.

"Are you sure, Spike?" Celestia added, concerned.

"Yes!" Spike confirmed. "To save Twilight and Rarity and the others I'll take _any_ risk!"

"Glad to hear it." Luna smiled. "Come, let's get started."

Luna turned and trotted towards the door, with Celestia and Spike going after her as they left the throne room.

* * *

Princess Luna, followed by Spike and Celestia, magically forced two large doors open as they entered the dark room.

The appearance of the room proved beyond any doubt that Luna's tastes were about as dark as they come - shelves filled with old books, tragedy and comedy masks were set on a pedestal, oddly shaped mirror on the wall, chalices and braziers, ancient chests and lamps, a bed partly recessed into the far wall, a large globe in the near corner - he entire place was done in shades of midnight blue, gray and black.

There was also a picture of the moon near the top of the room, unlit candles around them, and bottles of sand nearby.

"Welcome to my personal study, Spike." The princess said. Candles lit themselves right after the door opened and she stands in the middle of the room, surveying the area.

Spike looked around the dark room. "Boy… what is it with you and dark things?"

"I am the Princess of the Night. What did you expect?" Luna questioned, flatly.

"Good point." Spike admitted. "So… when do we start?"

"We just did." Princess Luna said. She raised her horn, let it glow, and then caused two flasks filled with sand, which were both set on a nearby bookshelf, to pop their corks and float over to her. The contents poured out in a circle. Candles then arranged themselves around the ring.

"And… this is supposed to do… _what_ exactly?" Spike inquired, baffled.

"To locate Twilight and the others." Luna answered.

"And… _how_?" Spike asked, confused.

"The spell Luna is about to use creates a magical projection of our entire planet." Celestia explained.

"And once that's done, I'll use another spell to locate Twilight's unique magical signature and where _she_ is…" Luna began.

"So are the others!" Spike realized.

"Exactly." Princess Luna nodded, smiling. "And now…"

Luna closed her eyes and concentrated as her horn started glowing. During said process, flecks of bluish light began to pop from the ring of sand and form into a cylindrical barrier that reached all the way to the ceiling before finally fading.

Princess Luna then opened her eyes, which glowed a brilliant white for a second, and a spinning, translucent image of the planet appeared.

"Whoa… _cool_!" Spike remarked, amazed.

"Indeed. Now to locate Princess Twilight…" Luna declared. She then began to concentrate hard, causing the tip of her horn to glow before the image of the planet stopped spinning and a glowing dot appeared on it. "There! That is where this satyr has taken Twilight and her friends."

Celestia gazed closely at the spot she indicated and narrowed her eyes. "The badlands…"

"The badlands!?" Spike repeated. "Y-you mean where those creepy Changelings came from?"

"Indeed so." Luna confirmed.

"But don't worry Spike." Princess Celestia assured him. "We'll be there to…"

" _No._ " Spike interrupted, surprising the Princess'. "I'm going _alone_."

"What!?" They both remarked in surprise.

"You heard me, it's _my_ fault they got captured, it's _my_ responsibility to save them!" Spike stated.

"We understand dear Spike, but this does not sound like the sort of enemy you can face by yourself." Princess Luna told him.

"She's right, Spike, we don't want you hurt." Princess Celestia agreed.

"Enough ponies have already gotten hurt because of me, because I was such a _wimp_ , I'm not putting anypony else in harm's way!" Spike said, firmly. "Besides, Equestria needs it's Princess' more then one little baby dragon."

"Your logic is sound but…" Luna began.

"No buts!" Spike interrupted. "I've made up my mind; I'm going after them!"

Princess Celestia lowered her head and sighed, she knew that their was no way to change Spike's mind, all she and Luna could do was trust him. "Alright…" she finally said. "If that is your wish then we shall not stand in your way."

Spike turned to the Princess of the Sun, smiling. "Really?"

"But, sister I-" Luna started.

"It's alright Luna, I have faith in him." Celestia assured her sister. "But Spike, if there is any sign of you or Twilight and the others needing our assistance we will not hesitate to intervene and help, understand?"

The dragon nodded. "Yes Princess, I do."

"Alright. Then good luck to you Spike, and be careful." Celestia told him sincerely as she levitated a backpack over to him and put it on him also.

"I will Princess, don't worry." Spike nodded.

"Then you must go at once." Luna said.

"Right!" Spike nodded firmly before turning and walking towards the exit of Luna's personal study with a determined expression and fire in his eyes. "Hang on Twilight… everypony… I'm coming for ya!"


	5. Chapter 5

**Chapter 5**

When Twilight Sparkle finally woke up, she was met was a massive headache. And it wasn't just her head but her entire body was sore and she groaned as she began to move it upward.

In front of her she could see several bars in front of her and what was around her seemed to be rocky walls. She appeared to be in a cage of some kind.

"G-Girls?" she finally said, wondering if they were their with her. "You there? Hello?"

There was a long period of silence before somepony finally answered her.

"Twilight?"

The Princess of Friendship gasped. "Who's there? Applejack?"

"Yeah, it's me!"

"Thank goodness!" Twilight said, relieved. "What about the others?"

"I'm here!" A voice belonging to Rainbow spoke up. Each of the others also began to speak up one by one.

"As am I."

"M-Me too…"

"I'm here!"

"Good… your all ok…" Twilight sighed, gratefully.

"Kinda depends on you define 'ok'." Rainbow pointed out. "I mean, _hello_! We are stuck in _cages_ here!"

Rarity gazed at her dirty hooves inside her cage with disgust. "Rather _filthy_ cages I might add…"

"Nopony cares Rarity…" Applejack muttered, flatly.

" _I_ care!" The fashionista stated.

"Oh… now I know how caged animals feel…" Fluttershy whimpered.

"Which technically we _are_." Pinkie Pie reminded them all.

"Not helping Pinkie." Rainbow told her, annoyed.

"Sorry…" Pinkie apologized.

"Twilight! Can't you blast these things open!?" The rainbow maned pony asked.

"I'm sorry, but something seems to be blocking my magic…" Twilight confessed. "I can't do _anything_!"

"So we're _stuck_ in here!?" RD questioned.

"Indeed you are." Someone said.

They all turned and saw somepony stepping out of the pitch black shadows. His red eyes made Twilight shiver a bit before he stepped close enough for them to see him, revealing himself to be Zol.

"Zol!" The young alicorn gasped.

"In the flesh." Zol said, smugly.

Rainbow then began to pound and slam against the crystal bars that kept her restrained like a wild animal. She grunted in frustration each time she did so.

"Hey! Let us out!" Rainbow cried.

"Sorry, no can do." Zol said, unsympathetically.

"You're a meanie, you know that? A meanie!" Pinkie said, frowning.

"Oh, if you think I'm bad _now_ , you're going to be really impressed once I figure out how I should deal with the you six…" Zol hissed.

"What do you want from us anyway?" Applejack demanded.

"Simple; all of you out of the way." Zol replied.

"For what purpose _exactly_?" Rarity questioned.

"Do I have to _spell it out_ for you fillies?" The satyr questioned, annoyed. "Hello! To take back Equestria."

"That's not gonna happen!" Rainbow retorted.

"She's right! You'll _never_ beat Princess Celestia and Princess Luna!" Twilight stated.

"Yeah! They're super duper powerful!" Pinkie Pie added.

"Oh? Well, guess what? So am _I_!" Zol said as his eyes glow red, making Fluttershy yelp in fear. "And they'll get there's… _soon_."

"Even if you stop the Princess' there are still ponies and other beings out there willing to stand up and stop you!" Twilight declared, confidently.

This made Zol laugh. " _Who_? That pathetic little dragon that was with you earlier? _Please_."

"How _dare_ you talk about Spike that way, you ruffian!" Rarity gasped, angry.

"Yeah! Just you wait! He'll probably be the one to stop you and when he _does_ I am _so_ gonna laugh in your face!" Rainbow told him.

Zol zipped closer to Rainbow till her muzzle was very close to touching his, the creepy and smug grin he had on his face actually made the Pegasi shiver. "Well, we'll see about _that_ won't we?" he remarked with a cackle before vanishing in a puff of black smoke. All was quiet until Pinkie broke the silence.

"What? What was the joke? I didn't get it," she told the others baffled, causing them to groan.

"Oh… what are we gonna do, ya'll?" Applejack questioned, a little nervous.

"I don't think there's anything we _can_ do…" Fluttershy despaired.

"I guess… I guess we're just gonna have to have faith that Spike will find us." Twilight stated, with realization in her voice.

"You mean it's up to _Spike_ , oh boy… are _we_ in trouble?" Rainbow remarked, dryly.

"Rainbow Dash!" Rarity scolded her.

"What? I'm not trying to be mean, I'm just saying it's gonna be pretty hard for him." The rainbow maned Pegasus pointed out.

"He _is_ a baby dragon…" Fluttershy realized.

"Exactly! He could get hurt!" Rainbow said.

"Knowing him… I don't think he cares…" Twilight muttered.

Applejack turned in the direction of her voice and raised a brow. "What do ya mean?" she asked, curious.

"Well… during the whole battle with Zol… I told him to get to safety, but he wanted to help instead…" Twilight admitted.

"So? You were protecting him, that's understandable, right?" Rainbow Dash pointed out.

"Yeah… except… he probably blames _himself_ for getting us captured, and knowing that dragon… nothing's gonna stop him from trying to save us." Twilight told them.

"That does sound like him…" Applejack admitted.

"Oh dear…" Rarity gulped, concerned.

"Don't worry, I'm sure he's doing fine." Fluttershy said, trying to stay positive.

* * *

Little did Fluttershy know, at that moment, inside the Everfree Forest, where the little dragon had begun his journey through was far from 'fine'.

It had only been a couple of minutes since he had entered the Everfree forest and already it had started to become very creepy. Strange sounds were heard around him and he could almost hear the heavy breathing of a creature, which quickly installed a great deal of fear in his heart as he glanced around left and right nervously.

"Maybe… this wasn't such a good idea…" he admitted to himself. He quickly shook his head. "No! I can't think that now! I gotta keep going!"

Soon enough the little dragon willed himself to put one step forward and then keep on walking further into the forest, despite being creeped out. Then, somewhere along the way, he heard a sound that he did not recognize.

"Huh?" The little dragon responded as he froze it place. The tall grass rustled behind him. "Is… is there somepony there?"

The grass rustled and shook some more and soon enough a foul odor began to make it's way through it and reach Spike's nose, making him cringe and cough upon smelling it.

"Ugh! P.U! What is that?" he remarked, disgusted. "It almost smells just like…"

A fierce growl finished his sentence for him and made his eyes widen with fear. He _knew_ that growl. He knew that growl _very well_.

His guess was further confirmed when a large, wolf-like creature, made entirely of sticks and wood emerged from the bushes, it's eyes glowed a bright green and it was soon joined by two other creatures that looked just like it.

"Timberwolves!" The dragon cried out.

The three said creatures all let out a collective howl to the heavens, which Spike took as a cue to dash away and just as he started running the three wolves started chasing after him.

Spike ran and ran and ran as fast as his little legs could carry him but still the Timberwolves chased after him and were beginning to gain on him as well, due to being much faster and bigger then he was. He practically _feel_ them breathing down his neck, and could definitely _smell_ it also.

Along the way he tripped over a log but he quickly picked himself up and continued running while the Timberwolves started to gain on him.

Eventually he reached a small cliff and jumped off it before landing on the ground and continuing to run. The Timberwolves each leaped off and when they landed they landed right in front of the young dragon, growling and baring their teeth at him.

"Uh… can't we talk about this?" Spike asked them, nervously. He was answered with a growl and gulped. "Oh… guess not…"

The three Timberwolves began to make their approach towards the little dragon, growling and snarling, as he backed up fearfully.

"Oh… I really wish Twilight and the others were here right now…" The little dragon muttered fearfully before he quickly remembered. "But they're not… I'm all on my own now…"

As the Timberwolves growled and got even closer to him, the dragon began to quiver and shake with fear before his mind flashbacked to the moment when Twilight and the others were taken and all he could do was sit their and watch. His face then shifted from scared to determined as he stood his ground.

"And I can't afford to let them down! _Any_ of them!" he declared, firmly. The Timberwolves continued to grow at him as he glared at him. "Back off Timberwolves! Or else…"

Spike took a deep breath and let out a long stream of green fire, creating a fiery wall between him and his pursuers, who began to yelp like real dogs and back away fearfully before turning and making tracks back into the forest.

The little dragon panted, out of breath, before he realized that they had left which made him feel pretty good about himself.

"Huh? Uh… yeah! And don't come back!" he called out, trying to sound brave. "Whew! That was close…"

"You got that right, dweeb."

Spike yelped when he heard the sudden voice and turned around. "W-who's there…?"

"Take a guess, doofus." A gruff sounding female voice said before the owner of it stepped out of the bushes; a female griffon.

"Gilda?" Spike said, surprised. "What are _you_ doing here?"

"Came to visit Dash, what are _you_ doing here?" The griffon questioned.

Spike pondered whether or not to tell her that Rainbow Dash was just captured, along with everypony else, but was soon conflicted. While he knew he needed all the help he could get against Zol, he also didn't want to endanger anyone else.

"Uh… out for a stroll?" he lied, smiling nervously.

"While being chased by hungry Timberwolves?" Gilda asked with a deadpan tone and a raised brow, clearly not buying his story.

"Um… that was an accident, I uh… disturbed their rest." Spike said, grinning even wider.

"Uh-huh, sure." Gilda said, unconvinced.

"Look, I'd like to tell you before about my little 'adventure' but I really gotta get going." Spike stated as he started to walk away before Gilda appeared right in front of him.

"Yeah, and where you going?" she asked.

"Uh… nowhere in particular…" Spike answered, nervously. "Listen, I _really_ gotta get going, so could you…"

The dragon tried walking around her but the Griffon promptly grabbed and pulled him back to in front of her. "Not until I get answers," she stated, firmly. "Where's Dash _really_ and where the heck is a puny little dragon like _you_ going anyway?"

"I thought you were nicer." Spike pointed out.

"Hey! My temper has improved a lot since Pinkie Pie and Dash same to Griffonstone, thank you." Gilda defended.

"I noticed…" Spike snarked to himself.

"But your _really_ starting to push me." Gilda warned him. "So _talk_!"

Spike started to shake in fear as Gilda glared at him, expecting some answers, he knew he probably wouldn't be able to get past her, at least unscathed so he had no choice. "Ok… _fine_ …" he sighed before talking really past. "Rainbow Dash, Twilight and the others have all been captured by an evil satyr and Princess Celestia and Luna sent me to go and try to rescue them before he uses his special amulet to take back Equestria."

The dragon panted upon finishing and the Griffon stared at him a bit stunned before regaining her composure. "Oh," she said before suddenly adding… "Need some help?"

Now it was Spike's turn to be surprised. "Really?" he asked. "You wanna help me."

"Yeah, well… since your such a shrimp I figure you'll need all the help you can get." Gilda pointed out.

Spike's face fell. "Oh…"

"Plus, if Dash needs my help you _know_ I'll be there." Gilda added.

Hearing that made the young dragon smile. "Thanks, Gilda. Welcome aboard!" he declared.

"Yeah, whatever." Gilda said turning away, trying to sound tough and aloof though Spike could tell she was pleased, as well as worried about Rainbow. She then raised a brow as she glanced at him. "So kid, where to?"

"The badlands, that's where the Princess' said Zol was keeping them." Spike replied.

"The badlands, huh?" Gilda remarked. "I've heard of that place."

"And that's where were headed." Spike stated. "I should warn you though; it could be dangerous."

The Griffon said nothing at first and just continued glancing at him before gaining a smirk as she turned to him fully. "Hmm, sounds like _fun_."


End file.
